North Carolina | 56-0292920 | |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
incorporation or organization) | ||
8600 South Boulevard
P.O. Box 32368 Charlotte, North Carolina |
28232 | |
(Address of principal executive offices) | (Zip Code) |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
For the Quarters Ended March 31, 2007 and April 1, 2006
(In thousands, except share and per share data)
Quarter Ended
March 31,
April 1,
2007
2006
$
182,426
$
180,745
102,976
104,866
56,479
65,045
13,137
11,458
(90
)
162
172,502
181,531
9,924
(786
)
(604
)
(669
)
9,320
(1,455
)
(3,448
)
531
5,872
(924
)
537
250
(199
)
(91
)
338
159
$
6,210
$
(765
)
$
0.19
$
(0.03
)
$
0.01
$
$
0.20
$
(0.03
)
30,805,000
29,933,000
$
0.19
$
(0.03
)
$
0.01
$
$
0.20
$
(0.03
)
31,131,000
30,362,000
As of March 31, 2007 (Unaudited) and December 30, 2006
(In thousands, except share data)
March 31,
December 30,
2007
2006
$
3,246
$
5,504
65,235
61,690
37,329
36,838
8,748
8,811
5,259
6,552
7,641
6,298
127,458
125,693
193,661
193,009
49,417
49,091
13,200
13,209
4,663
4,450
$
388,399
$
385,452
$
19,644
$
18,194
18,768
22,299
1,370
5,192
6,726
6,783
4,117
3,488
5,169
4,860
14,278
12,632
70,072
73,448
50,000
50,000
25,962
26,562
9,074
9,418
6,035
3,624
161,143
163,052
25,817
25,714
34,998
32,129
160,665
159,329
5,776
5,228
227,256
222,400
$
388,399
$
385,452
For the Quarters Ended March 31, 2007 and April 1, 2006
(In thousands, except share data)
Unamortized
Accumulated
Additional
Portion of
Other
Common
Paid-in
Restricted Stock
Retained
Comprehensive
Shares
Stock
Capital
Awards
Earnings
Income
Total
29,808,705
$
24,841
$
13,870
$
(2,490
)
$
160,407
$
5,081
$
201,709
(765
)
(765
)
(163
)
(163
)
(928
)
(4,789
)
(4,789
)
417,645
348
6,777
7,125
(2,367
)
2,490
123
19,425
16
195
211
30,245,775
$
25,205
$
18,475
$
$
154,853
$
4,918
$
203,451
30,855,891
$
25,714
$
32,129
$
$
159,329
$
5,228
$
222,400
6,210
6,210
640
640
(34
)
(34
)
(58
)
(58
)
6,758
(4,935
)
(4,935
)
50,394
42
787
829
61
61
316
316
401
401
74,000
61
1,365
1,426
30,980,285
$
25,817
$
34,998
$
$
160,665
$
5,776
$
227,256
For the Quarters Ended March 31, 2007 and April 1, 2006
(In thousands)
Quarters Ended
March 31,
April 1,
2007
2006
$
6,210
$
(765
)
6,981
6,650
876
660
(140
)
110
(5,916
)
(10,724
)
8,011
(4,069
)
(7,073
)
(9,855
)
802
1,383
(6,271
)
(8,472
)
(4,935
)
(4,789
)
829
7,125
9,506
(4,106
)
11,842
108
83
(2,258
)
(616
)
5,504
3,543
$
3,246
$
2,927
$
32
$
383
$
718
$
827
1.
The accompanying unaudited condensed consolidated financial statements of Lance, Inc. have
been prepared in accordance with generally accepted accounting principles in the United States
of America for interim financial information and the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements. These condensed
financial statements should be read in conjunction with the audited financial statements and
notes included in our Form 10-K for the year ended December 30, 2006 filed with the Securities
and Exchange Commission (the SEC) on March 13, 2007. In our opinion, these condensed
consolidated financial statements reflect all adjustments (consisting of only normal, recurring
accruals) necessary to present fairly our condensed consolidated financial position as of March
31, 2007 and December 30, 2006 and the condensed consolidated statements of income/(loss) for
the quarters ended March 31, 2007 and April 1, 2006 and the condensed consolidated statements of
stockholders equity and comprehensive income/(loss) and cash flows for quarters ended March 31,
2007 and April 1, 2006. Prior year amounts shown in the accompanying condensed consolidated
financial statements have been reclassified for consistent presentation.
2.
The consolidated results of operations for the quarter ended March 31, 2007 are not
necessarily indicative of the results to be expected for the year ending December 29, 2007.
3.
Preparing financial statements requires management to make estimates and judgments about
future events that affect the reported amounts of assets, liabilities, revenues and expenses
and the related disclosure of contingent assets and liabilities. Examples include customer
returns and promotions, provisions for bad debts, inventory valuations, useful lives of fixed
assets, hedge transactions, supplemental retirement benefits, intangible asset valuations,
incentive compensation, income taxes, insurance, post-retirement benefits, contingencies and
legal proceedings. Actual results may differ from these estimates under different assumptions
or conditions.
4.
The principal raw materials used in the manufacture of our snack food products are flour,
vegetable oil, sugar, potatoes, peanuts, nuts, cheese, and seasonings. The principal supplies
used are flexible film, cartons, trays, boxes, and bags. These raw materials and supplies are
generally available in adequate quantities in the open market either from sources in the
United States or from other countries. These raw materials are generally contracted up to a
year in advance.
5.
We utilize the dollar value last-in, first-out (LIFO) method of determining the cost of
approximately 41% of our inventories. Because inventory valuations under the LIFO method are
based on annual determinations, the interim LIFO valuations require management to estimate
year-end costs and levels of inventories. The variation between estimated year-end costs and
levels of LIFO inventories compared to the actual year-end amounts may materially affect the
results of operations for the full year.
Inventories consist of:
March 31,
December 30,
(in thousands)
2007
2006
$
19,136
$
18,630
7,899
7,968
14,288
14,077
41,323
40,675
(3,994
)
(3,837
)
$
37,329
$
36,838
6.
The following tables provide a reconciliation of the common shares used for basic earnings per
share and diluted earnings per share:
Quarters Ended
March 31,
April 1,
(in thousands)
2007
2006
30,805
29,933
326
429
31,131
30,362
108
203
7.
Sales to our largest customer, Wal-Mart Stores, Inc., were 20% and 18% of revenue for the
quarters ended March 31, 2007 and April 1, 2006, respectively. Accounts receivable at March
31, 2007 and December 30, 2006 included receivables from Wal-Mart Stores, Inc. totaling $15.2
million and $13.6 million, respectively.
8.
For the quarter ended March 31, 2007 and April 1, 2006, net bad debt benefit was $0.1 million
and $0.2 million, respectively. Net bad debt benefit is included in selling, marketing and
delivery in the accompanying condensed consolidated statements of income/(loss).
9.
During the quarter ended March 31, 2007, we granted 114,000 vested nonqualified stock options
that were previously accounted for as a liability. This resulted in an increase in additional
paid-in capital and a decrease in accrued compensation of $0.3 million on the March 31, 2007
condensed consolidated balance sheet.
10.
Net periodic benefit income for our post-retirement medical benefit plan consists of the
following:
Quarters Ended
March 31,
April 1,
(in thousands)
2007
2006
$
$
1
4
12
(75
)
(181
)
$
(71
)
$
(168
)
For the quarter ended March 31, 2007, we paid less than $0.1 million in retiree benefit claims
and received $0.1 million in plan participant contributions. For the quarter ended April 1,
2006, we paid $0.2 million in retiree benefit claims and received $0.1 million in plan
participant contributions.
11.
At March 31, 2007 and December 30, 2006, we had $5.3 million and $6.6 million, respectively,
of assets held for sale. The assets at March 31, 2007 are primarily related to the
discontinued vending operations and two locations acquired from Toms Foods Inc. and
subsequently closed. These assets are expected to be sold during 2007.
12.
In June 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48,
Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement 109 (FIN
48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in financial
statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. This
Interpretation prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be taken in a tax
return. FIN 48 was adopted at the beginning of 2007. The $0.1 million cumulative effect of
applying FIN 48 was reported as an increase to the opening balance of retained earnings.
Additionally, we reclassified a $1.9 million net liability for uncertain tax positions from
other payables and accrued liabilities to other long-term liabilities of $2.2 million and $0.3
million of deferred tax assets on the condensed consolidated balance sheet as of March 31,
2007.
We have recorded gross unrecognized tax benefits totaling $2.2 million as of March 31, 2007. Of
this amount, $1.9 million would impact the effective tax rate if subsequently recognized.
Various taxing authorities statutes of limitations related to the computation of our
unrecognized tax benefits will expire within twelve months of the adoption of FIN 48 resulting
in a potential $0.5 million reduction of the unrecognized tax benefit amount. We classify
interest and penalties associated with income tax positions within income tax expense. The
interest and penalty component of the unrecognized tax benefits as of March 31, 2007 was $0.4
million.
We have open years for income tax audit purposes in our major taxing jurisdictions according to
statutes as follows:
Jurisdiction
Open years
Canada federal
Ontario provincial
Massachusetts
North Carolina
Iowa
2003 and forward
2002 and forward
2001 and forward
2001 and forward
2003 and forward
2003 and forward
The FASB also issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other
Postretirement Plans, in September 2006. SFAS No. 158 requires employers to recognize the
overfunded or underfunded status of a single-employer defined benefit post-retirement plan as an
asset or liability in its balance sheet and to recognize changes in that funded status in the
year in which the changes occur through comprehensive income. SFAS No. 158 also requires an
employer to measure the funded status of a plan as of the date of its year-end balance sheet,
with limited exceptions. We adopted SFAS No. 158 at the end of 2006, which resulted in a
reclassification of the unrealized gain component of the accrued post-retirement healthcare
costs liability to accumulated other comprehensive income, net of tax, at December 30, 2006.
There will be no impact from the adoption of the remaining provisions of SFAS No. 158 since we
already measure the funded status of our post-retirement medical plan at the year-end balance
sheet date.
Favorable/
Quarter Ended
(Unfavorable)
($ In thousands)
March 31, 2007
April 1, 2006
Variance
$
182,426
100.0
%
$
180,745
100.0
%
$
1,681
0.9
%
102,976
56.4
%
104,866
58.0
%
1,890
1.8
%
79,450
43.6
%
75,879
42.0
%
3,571
4.7
%
56,479
31.0
%
65,045
36.0
%
8,566
13.2
%
13,137
7.2
%
11,458
6.3
%
(1,679
)
(14.7
%)
(90
)
162
0.1
%
252
155.6
%
9,924
5.4
%
(786
)
(0.4
%)
10,710
1362.6
%
(604
)
(0.3
%)
(669
)
(0.4
%)
65
9.7
%
(3,448
)
(1.9
%)
531
0.3
%
(3,979
)
(749.3
%)
5,872
3.2
%
(924
)
(0.5
%)
6,796
735.5
%
537
0.3
%
250
0.1
%
287
114.8
%
(199
)
(0.1
%)
(91
)
(108
)
(118.7
%)
338
0.2
%
159
0.1
%
179
112.6
%
$
6,210
3.4
%
$
(765
)
(0.4
%)
$
6,975
911.8
%
For the quarter ended March 31, 2007, the principal sources of liquidity for operating needs were
provided by operating activities and cash on hand. Cash flow from operating activities, cash on
hand and existing borrowing facilities are believed to be sufficient for the foreseeable future to
enable us to meet our obligations, fund capital expenditures and pay cash dividends. As of March
31, 2007, cash and cash equivalents totaled $3.2 million.
Net cash flow from operating activities was $8.0 million and cash flow used in operating activities
was $4.1 million for the quarters ended March 31, 2007 and April 1, 2006, respectively. Working
capital other than cash and cash equivalents increased to $54.1 million from $46.7 million at
December 30, 2006.
On April 26, 2007, the Board of Directors declared a quarterly cash dividend of $0.16 per share,
payable on May 18, 2007 to stockholders of record on May 10, 2007.
Capital expenditures are expected to continue at a level sufficient to support our strategic and
operating needs. Capital expenditures and other investing activities for 2007 are projected to be
approximately $48 million and funded by net cash flow from operating activities, cash on hand, and
borrowing facilities. Capital expenditures for purchases of property
and equipment were $47
million for the year ended December 30, 2006.
The future minimum lease commitments for operating leases of facilities and equipment as of March
31, 2007 were $4.6 million.
No.
Description
Restated Articles of Incorporation of Lance, Inc. as amended through April 17, 1998, incorporated herein
by reference to Exhibit 3 to the Registrants Quarterly Report on Form 10-Q for the twelve weeks ended
June 13, 1998 (File No. 0-398).
Articles of Amendment of Lance, Inc. dated July, 14 1998 designating rights, preferences and privileges
of the Registrants Series A Junior Participating Preferred Stock, incorporated herein by reference to
Exhibit 3.2 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 26, 1998
(File No. 0-398).
Bylaws of Lance, Inc., as amended through April 25, 2002, incorporated herein by reference to Exhibit 3.3
to the Registrants Quarterly Report on Form 10-Q for the thirteen weeks ended June 29, 2002 (File No.
0-398).
Lance, Inc. 1997 Incentive Equity Plan, as amended, filed herewith.
Lance, Inc. 2003 Key Employee Stock Plan, as amended, filed herewith.
Lance, Inc. 2007 Three-Year Performance Incentive Plan for Officers, filed herewith.
Lance, Inc. 2007 Annual Performance Incentive Plan for Officers, filed herewith.
Lance, Inc. 2007 Stock Option Plan for Officers and Key Managers, incorporated herein by reference to
Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on March 14, 2007 (File No. 0-398).
Agreement, effective as of February 14, 2007, between the Registrant and L. Rudy Gragnani, Jr., filed
herewith.
Offer Letter, effective as of January 8, 2007, between the Registrant and Glenn A. Patcha, filed herewith.
Form of Executive Severance Agreement between the Registrant and each of Frank I. Lewis, Glenn A. Patcha,
Rick D. Puckett, Blake W. Thompson and Margaret E. Wicklund, incorporated herein by reference to Exhibit
10.17 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 27, 1997 (File
No. 0-398).
Retirement Agreement, effective March 26, 2007, between the Registrant and H. Dean Fields, filed herewith.
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), filed herewith.
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), filed herewith.
Certification pursuant to Rule 13a-14(b), as required by 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
LANCE, INC.
By:
/s/ Rick D. Puckett
Rick D. Puckett
Executive Vice President,
Chief Financial Officer,
Treasurer and Secretary
Section 1.
|
Purpose | 1 | ||||
|
||||||
Section 2.
|
Definitions | 1 | ||||
|
||||||
Section 3.
|
Administration | 3 | ||||
|
||||||
Section 4.
|
Duration of and Common Stock Subject to Plan | 4 | ||||
|
||||||
Section 5.
|
Eligibility | 4 | ||||
|
||||||
Section 6.
|
Stock Options | 4 | ||||
|
||||||
Section 7.
|
Stock Appreciation Rights | 5 | ||||
|
||||||
Section 8.
|
Restricted Awards | 6 | ||||
|
||||||
Section 9.
|
Performance Awards | 8 | ||||
|
||||||
Section 10.
|
Other Stock-Based and Combination Awards | 9 | ||||
|
||||||
Section 11.
|
Deferral Elections | 9 | ||||
|
||||||
Section 12.
|
Termination of Employment | 10 | ||||
|
||||||
Section 13.
|
Non-transferability of Awards | 10 | ||||
|
||||||
Section 14.
|
Adjustments Upon Changes in Capitalization, Etc. | 10 | ||||
|
||||||
Section 15.
|
Change in Control | 11 | ||||
|
||||||
Section 16.
|
Amendment and Termination | 12 | ||||
|
||||||
Section 17.
|
Miscellaneous | 12 |
2
3
4
5
6
7
8
9
10
11
12
13
Section 1.
|
Purpose | 2 | ||||
|
||||||
Section 2.
|
Definitions | 2 | ||||
|
||||||
Section 3.
|
Administration | 5 | ||||
|
||||||
Section 4.
|
Duration of and Common Stock Subject to Plan | 5 | ||||
|
||||||
Section 5.
|
Eligibility | 6 | ||||
|
||||||
Section 6.
|
Stock Options | 6 | ||||
|
||||||
Section 7.
|
Stock Appreciation Rights | 7 | ||||
|
||||||
Section 8.
|
Restricted Awards | 8 | ||||
|
||||||
Section 9.
|
Performance Awards | 9 | ||||
|
||||||
Section 10.
|
Other Stock-Based and Combination Awards | 11 | ||||
|
||||||
Section 11.
|
Deferral Elections | 11 | ||||
|
||||||
Section 12.
|
Termination of Employment | 11 | ||||
|
||||||
Section 13.
|
Non-transferability of Awards | 11 | ||||
|
||||||
Section 14.
|
Adjustments Upon Changes in Capitalization, Etc. | 12 | ||||
|
||||||
Section 15.
|
Change in Control | 13 | ||||
|
||||||
Section 16.
|
Amendment and Termination | 14 | ||||
|
||||||
Section 17.
|
Miscellaneous | 14 |
2
3
4
5
6
7
8
9
10
11
12
(i) | Any Outside Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the combined voting power of the Companys then outstanding securities; or | ||
(ii) | During any period of two (2) consecutive years (not including any period prior to the date hereof), individuals who at the beginning of such period constitute the Board (and any new Director, whose nomination for election by the Companys stockholders was approved by a vote of at least two-thirds (2/3) of the Directors then |
13
in office who either were Directors at the beginning of the period or whose nomination for election was so approved) cease for any reason to constitute a majority of the members of the Board; or | |||
(iii) | The stockholders of the Company approve: (i) a plan of complete liquidation of the Company; or (ii) an agreement for the sale or disposition of all or substantially all of the Companys assets other than a sale or disposition of all or substantially all of the Companys assets to an entity at least sixty percent (60%) of the combined voting power of the voting securities of which are owned by the stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale or disposition; or | ||
(iv) | The stockholders of the Company approve a merger, consolidation, or reorganization of the Company with or involving any other corporation, other than a merger, consolidation, or reorganization that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least sixty percent (60%) of the combined voting power of the voting securities of the Company (or such surviving entity) outstanding immediately after such merger, consolidation, or reorganization. |
14
15
16
Purposes and
Introduction
|
The 2007 Three-Year Performance Incentive Plan for Officers provides for Performance Awards under the Lance, Inc. 2007 Key Employee Incentive Plan (the Incentive Plan). Except as otherwise expressly defined herein, capitalized terms shall be as defined in the Incentive Plan. | |
|
||
|
The primary purposes of the 2007 Three-Year Performance Incentive Plan for Officers (the 2007 Plan) are to: | |
|
||
|
Align executives interests with those of stockholders by linking a substantial portion of compensation to the Companys average Return on Capital Employed (ROCE) over three fiscal years based on the Companys 2007-2009 Operating Plan. | |
|
||
|
Provide a way to attract and retain key executives and managers who are critical to Lances future success. | |
|
||
|
Provide competitive total compensation for executives and managers commensurate with Company performance. | |
|
||
|
To achieve the maximum motivational impact, performance measures, Plan goals and the awards that will be received for meeting those goals will be communicated to participants as soon as practical after the 2007 Plan is approved by the Compensation Committee of the Board of Directors. | |
|
||
|
Each participant will be assigned a Target Incentive, stated as a percent of base salary. The Target Incentive Awards, or a greater or lesser amount, will be granted after the end of the three fiscal years, 2007 through 2009 (the Performance Period), based on the attainment of predetermined goals. | |
|
||
|
For 2007, participants will be eligible to earn incentive awards based on the Companys three-year average ROCE against specific goals as described below. | |
|
||
|
ROCE is calculated for each fiscal year during the Performance Period as follows: | |
|
||
|
(Net Income + Interest
Expense) x (1 Tax Rate)
Average Equity + Average Net Debt |
|
Tax Rate for ROCE shall be the Companys actual total effective income tax rate. | |
|
||
|
Average Net Debt shall be the Companys average debt less average cash. | |
|
||
|
Average amounts for ROCE shall be calculated on a 12-month basis. | |
|
||
|
Base salary shall be the annual rate of base compensation for the 2007 fiscal year which is set no later than April of such fiscal year; provided that for any award intended to satisfy the Performance-Based Exception, base salary shall be the annual rate of base compensation for the fiscal year which is set no later than March 31 of such fiscal year. | |
|
||
Performance Period
|
The period over which performance will be measured is the Companys three fiscal years, 2007 through 2009. | |
|
||
Eligibility and
Participation
|
Eligibility in the Plan is limited to Executive Officers and managers who are key to Lances success. The Compensation Committee will review and approve participants nominated by the President and Chief Executive Officer. Participation in the 2007 Plan does not guarantee participation in any subsequent long-term incentive plans but will be reevaluated and determined on an annual basis. | |
|
||
|
Attachment A includes the list of 2007 Plan participants approved by the Compensation Committee on February 8, 2007. | |
|
||
Target Incentives and
Performance Measures
|
Each participant will be assigned a Target Incentive expressed as a percentage of his or her base salary. Participants may be assigned to a Performance Tier by position, by salary level or based on other factors as determined by the President and Chief Executive Officer. If the duties of a participant change significantly during the Performance Period, the President and Chief Executive Officer, with the approval of the Compensation Committee, may change the Target Incentive for such participant for the remaining portion of the Performance Period on a pro rata basis. | |
|
||
|
The 2007 through 2009 financial performance measure for the Company as a whole is shown below. Specific goals and related payouts are also shown below. | |
|
Threshold | Target | Maximum | ||||||||||||||
|
Lance, Inc. average ROCE | 11.0 | % | 12.0 | % | 14.0 | % | |||||||||
|
Award Level Funded | 50 | % | 100 | % | 400 | % |
2
|
Percent of payout will be determined on a straight line basis between Threshold and Target and between Target and Maximum. There will be no payouts unless the Threshold performance measure is reached. | |
|
||
|
The performance measure will be communicated to each participant as soon as practicable after it has been established. Final Target Incentive Awards will be calculated after the Compensation Committee has reviewed the Companys audited financial statements for 2007 through 2009 and determined the performance level achieved. | |
|
||
|
The following definitions for the terms Maximum, Target and Threshold should help set the goals for the Performance Period, as well as evaluate the payouts: | |
|
||
|
Maximum: Excellent; deserves payout above Target | |
|
||
|
Target: Normal or expected performance; deserves Target payout | |
|
||
|
Threshold: Lowest level of performance deserving a payout | |
|
||
|
Attachment A lists the Target Incentives for each participant for the 2007 Plan as determined by the Compensation Committee. Target Incentives will be communicated to each participant as close to the beginning of the year as practicable, in writing. Target Incentives will be calculated by multiplying each participants base salary by the appropriate Performance Tiers and percentages, as described below. |
Percentage of Base Salary | ||||
Performance Tier | for 2007-2009 Target Incentives | |||
1
2 3 |
30%
25% 20% |
|
Final awards will be calculated, paid and granted after the Compensation Committee has reviewed the Companys audited financial statements for 2007 through 2009 and determined the performance levels achieved. | |
|
||
Awards
|
Each participant shall receive cash equal to 50% in value of his or her award and 50% in value will be in shares of Common Stock, except that the President and Chief Executive Officer will receive cash equal to 100% in value of his award and no shares of Common Stock. |
3
|
The number of shares of the Companys Common Stock granted will equal the applicable dollar value divided by the closing price for the Companys Common Stock on the date of grant. The shares of Common Stock will be fully vested on the date of grant. | |
|
||
|
For purposes of the 2007 Plan, the date of grant of shares of Common Stock will be the date established by the Compensation Committee after the applicable performance level has been determined. | |
|
||
Form and Timing of
Awards
|
Awards will be made as soon as practicable after performance measures are calculated and approved by the Compensation Committee. All awards will be rounded to the nearest multiple of $100 or up to the next whole share, as the case may be. | |
|
||
Change In Status
|
An employee hired into an eligible position during the Performance Period may participate in the 2007 Plan for the balance of the Performance Period on a pro rata basis. | |
|
||
Certain
Terminations of
Employment
|
In the event a participant voluntarily terminates employment (other than Retirement) or is terminated involuntarily before the end of the Performance Period, the participant shall not receive any award hereunder. In the event of death, Disability or Retirement before the end of the Performance Period, any award will be determined after the end of the Performance Period based on actual performance and paid out on a pro rata basis all in cash. | |
|
||
|
If the participants employment terminates after the end of the Performance Period but before the applicable grant date, then the participant will receive the award based on the performance results and paid out all in cash. | |
|
||
Change In Control
|
In the event of a Change in Control, pro rata payouts will be made all in cash at the greater of (1) Target Incentive or (2) actual results for the completed fiscal years preceding the Change in Control, with such pro ration based on the number of days in the Performance Period preceding the Change in Control. Payouts will be made within 30 days after the relevant transaction has been completed. | |
|
||
Withholding
|
The Company shall withhold from awards any Federal, foreign, state or local income or other taxes required to be withheld. | |
|
||
Communications
|
Progress reports should be made to participants annually, showing performance results. |
4
Executive Officers
|
Notwithstanding any provisions to the contrary above, participation, awards and prorations for Executive Officers, including the President and Chief Executive Officer, shall be approved by the Compensation Committee. | |
|
||
Stockholder
Approval |
The 2007 Plan and the awards hereunder are made pursuant to the Incentive Plan, which is subject to approval by the Companys stockholders at the Annual Meeting of Stockholders to be held on April 26, 2007. Any award made under the 2007 Plan before the Incentive Plan is approved by the Companys stockholders is conditioned upon such approval and will be null and void if the Incentive Plan is not so approved. | |
|
||
Governance
|
The Compensation Committee of the Board of Directors of Lance, Inc. is ultimately responsible for the administration and governance of the Plan. Actions requiring Committee approval include final determination of plan eligibility and participation, identification of performance measures and goals, final award components and determination and amendments to the Plan. The Committee shall adjust any award due to extraordinary events such as acquisitions, dispositions, required accounting adjustments or similar events, all as specified in Section 11(d) of the Incentive Plan. The decisions of the Committee shall be conclusive and binding on all participants. |
5
Award | Target | |||||||||||
Name | Title | Percentage | Incentive | |||||||||
|
||||||||||||
David V. Singer
|
President and Chief Executive Officer | 30 | % | $ | 165,000 | |||||||
|
||||||||||||
R. D. Puckett
|
Executive Vice President, Chief Financial Officer and Secretary | 25 | % | $ | 91,875 | |||||||
|
||||||||||||
Glenn A. Patcha
|
Senior Vice President Sales and Marketing | * | % | $ | * | |||||||
|
||||||||||||
E. D. Leake
|
Vice President Human Resources | 25 | % | $ | 56,250 | |||||||
|
||||||||||||
F. I. Lewis
|
Vice President Sales | 25 | % | $ | 66,300 | |||||||
|
||||||||||||
B. W. Thompson
|
Vice President Supply Chain | 25 | % | $ | 68,750 | |||||||
|
||||||||||||
M. E. Wicklund
|
Controller and Assistant Secretary | * | % | $ | * |
* | Amounts are omitted for participants other than the Chief Executive Officer, the Chief Financial Officer and the executive officers who were named in the Summary Compensation Table of the Companys Proxy Statement for the 2007 Annual Meeting of Stockholders. |
Purposes and
Introduction
|
The 2007 Annual Performance Incentive Plan provides for Performance Awards under the Lance, Inc. 2007 Key Employee Incentive Plan (the Incentive Plan). Except as otherwise expressly defined herein, capitalized terms shall be as defined in the Incentive Plan. | |||||
|
||||||
|
The primary purposes of the 2007 Annual Performance Incentive Plan for Officers (the 2007 Plan) are to: | |||||
|
||||||
|
| Motivate behaviors that lead to the successful achievement of specific sales, financial and operations goals that support Lances stated business strategy. | ||||
|
||||||
|
| Emphasize link between participants performance and rewards for meeting predetermined, specific goals. | ||||
|
||||||
|
| Focus participants attention on operational effectiveness from both an earnings and an investment perspective. | ||||
|
||||||
|
| Promote the performance orientation at Lance and communicate to employees that greater responsibility carries greater rewards. | ||||
|
||||||
|
For 2007, participants will be eligible to earn incentive awards based on the performance measures listed on Exhibit A hereto and defined as follows: | |||||
|
||||||
|
1. | Corporate Earnings Per Share (Corporate EPS) is defined as the fully diluted earnings per share of the Company for the 2007 fiscal year, excluding special items, which are significant one-time income or expense items. | ||||
|
||||||
|
2. | Net Sales Dollars is defined as sales and other operating revenue, net of returns, allowances, discounts and other sales deduction items. | ||||
|
||||||
|
3. | Economic Profit is defined as net operating profit after income taxes, less cost of capital charge of 9.0% on average capital employed. | ||||
|
||||||
|
To achieve the maximum motivational impact, plan goals and the awards that will be received for meeting those goals will be communicated to participants as soon as practical after the 2007 Plan is approved by the Compensation Committee of the Board of Directors. |
|
Each participant will be assigned a Target Incentive, stated as a percent of base salary. The Target Incentive Award, or a greater or lesser amount, will be earned at the end of the Plan Year based on the attainment of predetermined goals. | |
|
||
|
Base salary shall be the annual rate of base compensation for the Plan Year which is set no later than April of such Plan Year; provided that for any award intended to satisfy the Performance-Based Exception, base salary shall be the annual rate of base compensation for the Plan Year which is set no later than March 31 of such Plan Year. | |
|
||
|
Not later than 75 days after fiscal year-end, 100% of the awards earned will be payable to participants in cash. | |
|
||
Plan Year
|
The period over which performance will be measured is the Companys 2007 fiscal year (the Plan Year). | |
|
||
Eligibility and
Participation
|
Eligibility in the Plan is limited to Officers of Lance who are key to Lances success. The Compensation Committee of the Board of Directors will review and approve participants nominated by the President and Chief Executive Officer. Participation in one year does not guarantee participation in a following year, but instead will be reevaluated and determined on an annual basis. | |
|
||
|
Participants in the Plan may not participate in any other annual incentive plan (e.g., sales incentives, etc.) offered by Lance or its affiliates. Exhibit B includes the list of 2007 participants approved by the Compensation Committee at its February 8, 2007 meeting. | |
|
||
Target Incentive
Awards |
Each participant will be assigned a Target Incentive expressed as a percentage of his or her base salary. Participants may be assigned Target Incentives by position, by salary level or based on other factors as determined by the Compensation Committee. | |
|
||
|
Target Incentives will be reevaluated at least every other year, if not annually. If the job responsibilities of a position change during the year, or base salary is increased significantly, the Target Incentive shall be revised as appropriate. | |
|
||
|
Exhibit B lists the Target Incentive for each participant for the Plan Year. Target Incentives will be communicated to each participant as close to the beginning of the year as practicable, in writing. Final awards will be calculated by multiplying each participants Target Incentive by the appropriate percentage (based on performance for the year, as described below). |
2
Performance
Measures and Award
Funding
|
The 2007 performance measures are on Exhibit A attached hereto. |
Threshold | Target | Maximum | ||||||||||||||
|
Award Level Funded | 50 | % | 100 | % | 200 | % |
|
Percent of payout will be determined on a straight line basis from Threshold to Target and from Target to Maximum. There will be no payout unless the Threshold for the applicable performance measure is reached. The payout for Net Sales Dollars will not exceed Threshold unless Corporate EPS equals or exceeds Threshold. | |||
|
||||
|
The performance measures will be communicated to each participant as soon as practicable after they have been established. Final Target Incentive Awards will be calculated after the Compensation Committee has reviewed the Companys audited financial statements for 2007 and determined the performance level achieved. | |||
|
||||
|
Threshold, Target and Maximum levels will be defined at the beginning of each Plan Year for each performance measure. | |||
|
||||
|
The following definitions for the terms Maximum, Target and Threshold should help set the goals for each year, as well as evaluate the payouts: | |||
|
||||
|
| Maximum: Excellent; deserves an above-market incentive | ||
|
||||
|
| Target: Normal or expected performance; deserves market-level incentive | ||
|
||||
|
| Threshold: Lowest level of performance deserving payment above base salary; deserves below-market incentive | ||
|
||||
Individual
Performance |
Each Officer will receive 45% of his or her Target Incentive Award based on Corporate Earnings Per Share, 35% of his or her Target Incentive Award based on Net Sales Dollars and 20% of his or her Target Incentive Award based on Economic Profit. | |||
|
||||
Form and
Timing of
Payments
|
Final award payments will be made in cash as soon as practicable after award amounts are approved by the Compensation Committee of the Board of Directors, generally within 75 days after the end of the Companys 2007 fiscal year. All awards will be rounded to the nearest $100. | |||
|
||||
Change in Status
|
An employee hired into an eligible position during the Plan Year may participate in the Plan for the balance of the Plan Year on a pro rata basis. | |||
|
||||
Certain
Terminations of
Employment
|
In the event a participant voluntarily terminates employment (other than Retirement) or is terminated involuntarily before the payment date, any Award will be forfeited. In the event of death, Disability or Retirement, the award will be paid on a pro rata basis at the higher of the Target Incentive |
3
|
or actual performance after the end of the Plan Year. Awards otherwise will be calculated on the same basis as for other participants. | |
|
||
Change In
Control |
In the event of a Change in Control, pro rata payouts will be made at the greater of (1) Target Incentives or (2) actual results for the year-to-date, based on the number of days in the Plan Year preceding the Change in Control. Payouts will be made within 30 days after the relevant transaction has been completed. | |
|
||
Withholding
|
The Company shall withhold from award payments any Federal, foreign, state or local income or other taxes required to be withheld. | |
|
||
Communications
|
Progress reports should be made to participants quarterly showing the year-to-date performance results and the percentage of Target Incentives that would be earned if results remain at that level for the entire year. | |
|
||
Executive Officers
|
Notwithstanding any provisions to the contrary above, participation, Target Incentive Awards and prorations for executive officers, including the President and Chief Executive Officer, shall be approved by the Compensation Committee. | |
|
||
Stockholder Approval
|
The 2007 Plan and the awards hereunder are made pursuant to the Incentive Plan, which is subject to approval by the Companys stockholders at the Annual Meeting of Stockholders to be held on April 26, 2007. Any award made under the 2007 Plan before the Incentive Plan is approved by the Companys stockholders is conditioned upon such approval and will be null and void if the Incentive Plan is not so approved. | |
|
||
Governance
|
The Compensation Committee of the Board of Directors of Lance, Inc. is ultimately responsible for the administration and governance of the Plan. Actions requiring Committee approval include final determination of plan eligibility and participation, identification of performance measures, performance objectives and final award determination. The Committee shall adjust any award due to extraordinary events such as acquisitions, dispositions, discontinued operations, required accounting adjustments or similar events ; all as specified in Section 11(d) of the Incentive Plan. The decisions of the Committee shall be conclusive and binding on all participants. |
4
Performance Measure | Weight | Threshold | Target | Maximum | ||||
|
||||||||
Corporate EPS* | 45% | $0.70 | $0.80 | $1.11 | ||||
|
||||||||
Net Sales Dollars* | 35% | $** | $** | $** | ||||
|
||||||||
Economic Profit* | 20% | $** | $** | $** |
* | Excludes special items and discontinued operations | |
** | These performance objectives are omitted because they are based on our confidential and competitively sensitive business plans and we believe disclosure of the objectives would likely result in substantial harm to our competitive positions. We view the target performance objectives to be achievable if we generally meet our operating plans for 2007. |
Award | Target | |||||||||
Name | Title | Percentage | Incentive | |||||||
|
||||||||||
David V. Singer
|
President and Chief Executive Officer | 100 | % | $ | 550,000 | |||||
|
||||||||||
R. D. Puckett
|
Executive Vice President, Chief Financial Officer, Treasurer and Secretary | 50 | % | $ | 183,750 | |||||
|
||||||||||
G. A. Patcha
|
Senior Vice President Sales and Marketing | * | % | $ | * | |||||
|
||||||||||
E. D. Leake
|
Vice President Human Resources | 50 | % | $ | 112,500 | |||||
|
||||||||||
B. W. Thompson
|
Vice President Supply Chain | 50 | % | $ | 137,500 | |||||
|
||||||||||
F. I. Lewis
|
Vice President Sales | 50 | % | $ | 132,600 | |||||
|
||||||||||
H. D. Fields
|
Vice President Corporate | * | % | $ | * | |||||
|
||||||||||
M. E. Wicklund
|
Controller and Assistant Secretary | * | % | $ | * |
* | Amounts are omitted for participants other than the Chief Executive Officer, Chief Financial Officer and the Executive Officers who are named in the Summary Compensation Table of the Companys Proxy Statement for the 2007 Annual Meeting of Stockholders. |
6
STATE OF NORTH CAROLINA
|
||
|
AGREEMENT | |
COUNTY OF MECKLENBURG
|
(a) | Affiliate with reference to the Company means any Person that directly or indirectly is controlled by, or is under common control with, the Company, including each subsidiary of the Company. For purposes of this definition the term control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. | ||
(b) | Person means any individual, corporation, association, partnership, business trust, joint stock company, limited liability company, foundation, trust, estate or other entity or organization of whatever nature. | ||
(c) | Effective Date with reference to this Agreement means the eighth (8th) day following the execution of this Agreement, if not a Saturday, Sunday |
or legal holiday, and if such day is a Saturday, Sunday or legal holiday, then the first business day following such eighth (8th) day. |
(a) | Compensation and benefits to which Gragnani is otherwise entitled as an employee of the Company at Gragnanis current rate and status until the Termination Date in accordance with the Companys generally applicable policies and procedures (because he will not be required to work normal business hours during the period from January 24, 2007 through the Termination Date, Gragnani agrees that salary continuation during that period shall exhaust Gragnanis accrued vacation entitlement); | ||
(b) | Compensation and benefits to which Gragnani is entitled under the Severance Agreement in accordance with the terms of the Severance Agreement. For purposes hereof, the Company acknowledges and agrees that the termination of Gragnanis employment shall be considered to have been an involuntary Termination of Employment without Cause, and Gragnani is entitled to receive all payments and benefits set forth in Paragraph 4 of the Severance Agreement. The parties agree that Gragnani is entitled to be paid $264,600 under Paragraph 4(a) of the Severance Agreement and that Gragnani is entitled to receive under Paragraph 4(c) of the Severance Agreement the greater of (i) $9,299 or (ii) the actual bonus earned through the Termination Date; | ||
(c) | Gragnani has participated in various Company sponsored incentive plans. As the result of the termination of his employment, he will forfeit certain unvested benefits under the 2003 LongTerm Incentive Plan for Officers and the 2004 Long-Term Incentive Plan for Officers and will forfeit all benefits (because none are vested) under the 2005 Long-Term Incentive Plan for Officers, the 2006 Five-Year Performance Equity Plan for Officers and Senior Managers and the 2006 Three-Year Incentive Plan for Officers. As additional consideration for the execution of this Agreement and in satisfaction of any claim to the unvested benefits under the 2003 |
2
Long-Term Incentive Plan for Officers (the stock options and restricted stock which would have become vested in April of 2007) and in satisfaction of all of his rights (whether vested or unvested) under all of the 2004, 2005 and 2006 incentive plans referenced above, the Company agrees to pay Gragnani the sum of $128,500; | |||
(d) | Gragnani has participated in various other Company sponsored benefit plans including the Compensation Deferral and Benefit Restoration Plan, Profit-Sharing and 401(k) Retirement Savings Plan, the Employee Stock Purchase Plan and other Long-Term Incentive Plans. All of Gragnanis vested interests in any benefit plan in which he had vested interests as of the Termination Date (except the 2004 Long-Term Incentive Plan for Officers referenced in Paragraph 3(c) above) shall be paid when and as provided in, and otherwise subject to, the terms, provisions and conditions of the applicable plans, and nothing in this Agreement shall modify or override the terms, provisions or conditions of those plans; | ||
(e) | In the event that Gragnani elects to continue his medical insurance coverage under COBRA, the Company will pay the COBRA premium (except for the amount of the group insurance premium that the Companys employees must customarily contribute from time to time for similar coverage, until the earlier of (i) February 13, 2008 or (ii) the date Gragnani becomes eligible for medical insurance coverage under a successor employers plan; | ||
(f) | The Company will provide Gragnani with 90 days of outplacement services through a vendor to be identified and paid by the Company. The outplacement will begin on a date chosen by Gragnani no later than ninety (90) days from the Effective Date; | ||
(g) | The Company will sell Gragnani the automobile used by him in connection with his employment for $20,000 which represents a discount off the retail value of such vehicle. |
3
(i) | related to his employment by or status as an employee of the Company or any of its Affiliates or the termination of that employment or status or to any employment practices and policies of the Company, or its Affiliates; | ||
(ii) | related to any of the incentive plans referenced in Paragraph 3(c) above; and | ||
(iii) | under the federal Age Discrimination in Employment Act of 1967, as amended (ADEA). |
4
(a) | THIS AGREEMENT DOES NOT RELEASE, WAIVE OR DISCHARGE ANY RIGHTS OR CLAIMS THAT MAY ARISE AFTER THE EFFECTIVE DATE OF THIS AGREEMENT; | ||
(b) | HE IS ENTERING INTO THIS AGREEMENT AND RELEASING, WAIVING AND DISCHARGING RIGHTS OR CLAIMS ONLY IN EXCHANGE FOR CONSIDERATION THAT HE IS NOT ALREADY ENTITLED TO RECEIVE; | ||
(c) | HE HAS BEEN ADVISED, AND IS BEING ADVISED IN THIS AGREEMENT, TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING THIS AGREEMENT; | ||
(d) | HE HAS BEEN ADVISED, AND IS BEING ADVISED IN THIS AGREEMENT, THAT HE HAS UP TO TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER THIS AGREEMENT AND TO DELIVER (OR CAUSE TO BE DELIVERED) THIS AGREEMENT TO EARL D. LEAKE, VICE PRESIDENT OF HUMAN RESOURCES, AND THAT IF HE EXECUTES THIS AGREEMENT PRIOR TO THE EXPIRATION OF THE TWENTY-ONE (21) DAY PERIOD, THEN HE EXPRESSLY WAIVES HIS RIGHTS WITH RESPECT TO THE REMAINING TIME, AND THAT THE AGREEMENT WILL BECOME EFFECTIVE THE EIGHTH DAY AFTER HE SIGNS IT AS REFERENCED IN PARAGRAPH 9(e) BELOW; AND | ||
(e) | HE IS AWARE THAT HE MAY REVOKE THIS AGREEMENT AT ANY TIME WITHIN SEVEN (7) DAYS AFTER THE DAY HE SIGNS THIS AGREEMENT AND THAT THIS AGREEMENT WILL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE EIGHTH DAY AFTER THE DATE THIS AGREEMENT IS SIGNED, ON WHICH DAY, THE EFFECTIVE DATE, THIS AGREEMENT WILL AUTOMATICALLY BECOME EFFECTIVE UNLESS PREVIOUSLY REVOKED WITHIN THAT SEVEN-DAY PERIOD. HE IS ALSO AWARE THAT TO AFFECT A REVOCATION, HE MAY, WITHIN THE SEVEN-DAY PERIOD DELIVER (OR CAUSE TO BE DELIVERED) TO EARL D. LEAKE, VICE PRESIDENT OF HUMAN RESOURCES, NOTICE OF HIS REVOCATION OF THIS AGREEMENT NO LATER THAN 5:00 P.M. EASTERN TIME ON THE SEVENTH (7TH) DAY FOLLOWING HIS EXECUTION OF THIS AGREEMENT. |
5
|
LANCE, INC. | |||
|
||||
|
By | s/ Earl D. Leake | ||
|
||||
|
Earl D. Leake
Vice President of Human Resources |
|||
|
||||
|
Execution Date: 1/24/07 | |||
|
||||
|
s/ Louis R. Gragnani, Jr. | |||
|
||||
|
L. R. Gragnani, Jr. | |||
|
||||
|
Execution Date: 1/31/07 |
6
|
Lance, Inc.
P.O. Box 32368 Charlotte, NC 28232-2368 Phone: 704/554-1421 |
| Base pay $330,000 annually | ||
| Participation in the Corporate Annual Incentive Plan with a target incentive potential of 50% of your annual base salary. If goals are exceeded, theres an opportunity to earn one times annual salary. | ||
| Guaranteed Incentive for fiscal year 2007, a guarantee of 25% of salary paid in 2007. | ||
| Signing Bonus $20,000 payable within the first month of employment. | ||
| Long-Term Incentive Plan (LTIP) | ||
Currently the Long-Term Incentive Plans are as follows: |
A. | Three year plan with new plan rolled out each year. |
| Target value will be 45% of base pay with payout potential to be greater if targeted goals are exceeded. | ||
| Measure is Return on Capital Employed (ROCE) |
B. | A Five-Year LTIP funded with restricted stock. |
| Your opportunity is 48,000 shares, which represents four (4) years of participation |
| Measure is stock appreciation vs. Russell 2000 Index | ||
| Time horizon is 5 years (2006 2010). |
| Auto allowance $1,200.00 per month, subject to applicable withholdings. | ||
| Four (4) weeks vacation. | ||
| Equity |
| 20,000 restricted grant shares with three (3) year cliff vesting. | ||
| 25,000 stock options at market price, based on closing price on first day of employment. (Vest 25% per year over four (4) years.) |
| Executive Severance Agreement which provides one (1) year base pay, plus target incentive of Annual Incentive Plan for termination without cause. Medical benefits would continue during the severance period, provided no other employer coverage is available and provided the former employee pays the employee cost for the coverage. | ||
| Employee Health Plan includes medical, dental, life and AD&D. | ||
| Profit Sharing and Retirement Plan after one year eligibility. | ||
| 401(k) Plan. | ||
| Change in Control (CIC) Benefit we are reviewing our policy, but will provide CIC benefits that are reasonable. | ||
| Employee Stock Purchase Plan. | ||
| Employee Assistance Program. |
| Will relocate family and household goods to Charlotte, North Carolina area, per the companys relocation program. Temporary living arrangements are available if needed. |
|
Sincerely, | |
|
||
|
/s/ Earl D. Leake | |
|
||
|
E. D. Leake
Vice President Human Resources |
|
|
||
ACCEPTED:
|
||
|
||
/s/ Glenn A. Patcha
|
1/29/2007 | |
|
||
Glenn A. Patcha
|
Date |
STATE OF NORTH CAROLINA
|
||
|
RETIREMENT AGREEMENT | |
COUNTY OF MECKLENBURG
|
(a) | Affiliate with reference to the Company means any Person that directly or indirectly is controlled by, or is under common control with, the Company, including each subsidiary of the Company. For purposes of this definition the term control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. | ||
(b) | Person means any individual, corporation, association, partnership, business trust, joint stock company, limited liability company, foundation, trust, estate or other entity or organization of whatever nature. |
(c) | Effective Date with reference to this Agreement means the eighth (8th) day following the execution of this Agreement by Fields, if not a Saturday, Sunday or legal holiday, and if such day is a Saturday, Sunday or legal holiday, then the first business day following such eighth (8th) day. | ||
(d) | Business means (i) the snack food industry and (ii) the business(es) in which the Company or its Affiliates are or were engaged at the time of, or during the 12 month period prior to, the Retirement Date. | ||
(e) | Company Employee means any Person who is or was an employee of the Company or its Affiliates at the time of, or during the 12 month period prior to, the Retirement Date. | ||
(f) | Customer means any Person who is or was a customer or client of the Company or its Affiliates (i) at the time of, or during the 12 month period prior to, the Retirement Date or (ii) at the time of, or during the 12 month period prior to, the Retirement Date and with whom Fields had dealings in the course of his employment with the Company. | ||
(g) | Products and Services means (i) snack foods and (ii) the products and/or services offered by the Company or its Affiliates at the time of, or during the 12 month period prior to, the Retirement Date. | ||
(h) | Representative of a Person means (i) a shareholder, director, officer, member, manager, partner, joint venturer, owner, employee, agent, broker, representative, independent contractor, consultant, advisor, licensor or licensee of, for, to or with such Person, (ii) an investor in such Person or a lender (irrespective of whether interest is charged) to such Person or (iii) any Person acting for, on behalf of or together with such Person. | ||
(i) | Restricted Period means the period commencing on the Retirement Date and ending on the first anniversary of the Retirement Date. | ||
(j) | Retirement Date means December 29, 2007. | ||
(k) | Territory means: (i) the States of North Carolina, Iowa and Arkansas, (ii) any other State in which the Company or its Affiliates does or did business at the time of, or during the 12 month period prior to, the Retirement Date, and (iii) the United States of America. |
2
(a) | Fields will continue to receive his current salary and normal employee and welfare benefits through the Retirement Date in accordance with the Companys generally applicable policies and procedures; he will be entitled to use his accrued vacation benefits during 2007, but it is agreed that he will neither be granted nor accrue any additional vacation benefits; | ||
(b) | Fields will receive payment, in a lump sum, of the amount earned by him under the 2006 Annual Incentive Plan, with payment to be made during the first quarter of 2007 at the same time as payments under said Plan are made to the other participants; | ||
(c) | Fields is eligible to participate in the 2007 Annual Incentive Plan; however, the parties agree that, in lieu of any payment he might otherwise be entitled to receive under the Plan, Fields will receive, in a lump sum, an amount equal to his 2007 target bonus opportunity ($78,800.00), which amount shall be payable before March 15, 2008; | ||
(d) | Fields has participated in other Company sponsored benefit plans, including Long-Term Incentive and Stock Plans, Profit-Sharing and 401(k) Retirement Savings Plan, Compensation Deferral and Benefit Restoration Plan and Employee Stock Purchase Plan; all of Fields vested interests in such benefit plans shall be paid when and as provided in, and otherwise subject to, the terms, provisions and conditions of the applicable plans, and nothing in this Agreement shall modify or override the terms, provisions or conditions of those plans; and | ||
(e) | As additional consideration for the Covenants Regarding Competition and Customers (Paragraph 5 below), the Company will pay Fields the sum of $12,000.00 on July 1, 2008 and the sum of $12,000.00 on December 31, 2008. |
3
(a) | engage in the Business in the Territory or market, sell or provide Products and Services in the Territory; | ||
(b) | solicit any Customer for purposes of marketing, selling or providing Products and Services to such Customer; | ||
(c) | accept as a customer any Customer for purposes of marketing, selling or providing Products and Services to such Customer; | ||
(d) | induce or attempt to induce any Company Employee to terminate his employment with the Company or its Affiliates; | ||
(e) | interfere with the business relationship between a Customer, Company Employee or supplier and the Company or its Affiliates; or | ||
(f) | be or become a Representative of any Person who engages in any of the foregoing activities. |
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(a) | related to his employment by or status as an employee of the Company or any of its Affiliates or the termination of that employment or status or to any employment practices and policies of the Company, or its Affiliates; or | ||
(b) | under the federal Age Discrimination in Employment Act of 1967, as amended (ADEA). |
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(a) | THIS AGREEMENT DOES NOT RELEASE, WAIVE OR DISCHARGE ANY RIGHTS OR CLAIMS THAT MAY ARISE AFTER THE EFFECTIVE DATE OF THIS AGREEMENT; | ||
(b) | HE IS ENTERING INTO THIS AGREEMENT AND RELEASING, WAIVING AND DISCHARGING RIGHTS OR CLAIMS ONLY IN EXCHANGE FOR CONSIDERATION THAT HE IS NOT ALREADY ENTITLED TO RECEIVE; | ||
(c) | HE HAS BEEN ADVISED, AND IS BEING ADVISED IN THIS AGREEMENT, TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING THIS AGREEMENT; | ||
(d) | HE HAS BEEN ADVISED, AND IS BEING ADVISED IN THIS AGREEMENT, THAT HE HAS UP TO TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER THIS AGREEMENT AND TO DELIVER (OR CAUSE TO BE DELIVERED) THIS AGREEMENT TO EARL D. LEAKE, VICE PRESIDENT OF HUMAN RESOURCES, AND THAT IF HE EXECUTES THIS AGREEMENT PRIOR TO THE EXPIRATION OF THE TWENTY-ONE (21) DAY PERIOD, THEN HE EXPRESSLY WAIVES HIS RIGHTS WITH RESPECT TO THE REMAINING TIME, AND THAT THE AGREEMENT WILL BECOME EFFECTIVE THE EIGHTH DAY AFTER HE SIGNS IT AS REFERENCED IN PARAGRAPH 11(e) BELOW; AND | ||
(e) | HE IS AWARE THAT HE MAY REVOKE THIS AGREEMENT AT ANY TIME WITHIN SEVEN (7) DAYS AFTER THE DAY HE SIGNS THIS AGREEMENT AND THAT THIS AGREEMENT WILL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE EIGHTH DAY AFTER THE DATE THIS AGREEMENT IS SIGNED, ON WHICH DAY, THE EFFECTIVE DATE, THIS AGREEMENT WILL AUTOMATICALLY BECOME EFFECTIVE UNLESS PREVIOUSLY REVOKED WITHIN THAT SEVEN-DAY PERIOD. HE IS ALSO AWARE THAT TO AFFECT A REVOCATION, HE MAY, WITHIN THE SEVEN-DAY PERIOD DELIVER (OR CAUSE TO BE DELIVERED) TO EARL D. LEAKE, VICE PRESIDENT OF HUMAN RESOURCES, NOTICE OF HIS REVOCATION OF THIS AGREEMENT NO LATER THAN 5:00 P.M. EASTERN TIME ON THE SEVENTH (7TH) DAY FOLLOWING HIS EXECUTION OF THIS AGREEMENT. |
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LANCE, INC. | |||
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By | /s/ Earl D. Leake | ||
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Earl D. Leake
Vice President |
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Execution Date: 3/16/2007 | |||
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/s/ H. Dean Fields | |||
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H. Dean Fields | |||
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Execution Date: 3/16/2007 |
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1. | I have reviewed this quarterly report on Form 10-Q of Lance, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
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Date: April 27, 2007 | |
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/s/ David V. Singer | |
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David V. Singer | |
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President and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Lance, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
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Date: April 27, 2007 | |
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/s/ Rick D. Puckett | |
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Rick D. Puckett | |
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Executive Vice President,
Chief Financial Officer, Treasurer and Secretary |
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ David V. Singer
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/s/ Rick D. Puckett | |
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David V. Singer
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Rick D. Puckett | |
President and Chief
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Executive Vice President, | |
Executive Officer
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Chief Financial Officer, | |
April 27, 2007
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Treasurer and Secretary | |
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April 27, 2007 |